INTERNATIONAL FLAVORS & FRAGRANCES INC.
2000 STOCK AWARD AND INCENTIVE PLAN,
AS AMENDED AND RESTATED
PERFORMANCE INCENTIVE AWARD AGREEMENT
1. GRANT OF PERFORMANCE INCENTIVE AWARD. This Performance Incentive Award Agreement (the
"Agreement") confirms the grant, effective August 1, 2002 (the "Grant Date") by INTERNATIONAL
FLAVORS & FRAGRANCES INC., a New York corporation (the "Company" or "IFF"), to Richard A.
Goldstein ("Employee") of a Performance Incentive Award (the "Award"). The purpose of the Award is (i) to
drive superior long-term corporate performance and shareholder value on behalf of IFF's owners, and (ii) to
retain and reward the Chief Executive Officer for such performance over the next five years. The Award
constitutes a grant of 200,000 shares of Restricted Stock (the "Restricted Stock") under Section 6(d) of the
Company's 2000 Stock Award and Incentive Plan, as amended and restated (the "Plan"), subject to
performance conditions under Section 7(b) of the Plan and as specified herein.
2. PERFORMANCE AND VESTING REQUIREMENTS.
(a) Earning and Vesting of Restricted Stock: The Restricted Stock will be
(i) earned based on the future performance of the Company, and (ii) vest based on Employee's future service to
the Company. If not both earned and vested, the Restricted Stock will be forfeited as provided herein.
Restricted Stock will be earned at the specified Performance/Vesting Date if the Total Shareholder Return
("TSR") (as defined below) of the Company, measured from the Grant Date to the Performance/ Vesting Date,
exceeds the 50th percentile or the 75th percentile of the Comparison Group (as defined below), as follows:
Number of Shares of Restricted Stock Earned Based on Performance
The foregoing notwithstanding, no Restricted Stock will be earned at any Performance/Vesting Date if the
Company's TSR is negative, unless otherwise determined by the Committee. "Unearned Restricted Stock" means
shares of Restricted Stock that were potentially earnable at July 31, 200